Praveen Properties Limited - Bombay Stock Exchange€¦ · 4 PRAVEEN PROPERTIES LIMITED BOARD OF...

1

Praveen Properties Limited

Regd. Office:

New No. 6, Crescent Park Street,

T. Nagar, Chennai - 600 017.

Admn. Office:

“Praveen House”

No. 11, Sarangapani Street,


TWENTIETH ANNUAL REPORT - 2014

Praveen Properties Ltd.

3

C O N T E N T S

Notice to Members ........................................................................ 5

Nomination Form 2B ..................................................................... 7

Directors’ Report ............................................................................ 9

Annexure `A' - to the report of the Board ................................. 12

General Shareholder's Information ............................................. 19

Auditor's Report ........................................................................... 21

Annexure to Auditor's Report ...................................................... 23

Auditor's Report on Corporate Governance ............................... 25

Balance Sheet ............................................................................. 26

Profit and Loss Account .............................................................. 27

Schedules .................................................................................... 28

Notes forming part of the Accounts ............................................ 31

Significant Accounting Policies .................................................... 32

Cash Flow - Auditor’s Report ..................................................... 33

Cash Flow Statement ............................................................................ 34

Attendence Slip and Proxy Form .......................................................... 35


4

PRAVEEN PROPERTIES LIMITED

BOARD OF DIRECTORS

Sri. B. GnanasekaranChairman & Managing Director

Sri. G. MadhanSmt. G. Praveena

REGD. OFFICE New No.6, Crescent Park Street,


ADMN. OFFICE

“PRAVEEN HOUSE”

No.11, Sarangapani Street,


BANKER CANARA BANK,

T. Nagar Branch, Chennai - 600 017.

Sri. RANGAN N KANNANChartered Accountant,

AUDITORS Old No. 12-C, New No. 6,

Veerapandi Nagar, 2nd Street,

Chennai - 600 094.

Cell : 98411 64814

Sri. V. GAJAPATHYAdvocate,

LEGAL ADVISOR 18, Chellammal Street,

Shenoy Nagar,

Chennai - 600 030.


5

NOTICE TO THE SHARE HOLDERS

NOTICE is hereby given that the TWENTIETH Annual General Meeting of the

members of the Company will be held at Saidai Varthagar Trust, No.107, Bazaar

Road, Saidapet, Chennai 600 015 on Tuesday, the 30th day of September, 2014 at

10.30 A.M. to transact the following business:

ORDINARY BUSINESS

1. To receive, consider, approve and adopt the audited Balance Sheet as at

31st March 2014 and the Profit & Loss Account for the year ended on that

date together with the reports of the Directors and Auditor's thereon.

2. To appoint Director in place of Sri. B. Gnanasekaran, who retires by rotation

and being eligible, offers herself for reappointment.

3. To appoint Statutory Auditors and fix their remuneration. Mr. Rangan N

Kannan. The retiring Auditor is eligible for reappointment.

SPECIAL BUSINESS

4. To consider and if thought fit to pass with or without modification(s) ,the

following resolution as an ordinary resolution.

"RESOLVED THAT Mrs. G. Praveena, be and is hereby appointed as a

Director of the Company."

5. To consider and if thought fit to pass with or without modification(s), the

following resolution as an ordinary resolution.

"RESOLVED THAT Mr. G. Madhan, be and is hereby appointed as a

Director of the Company."

By Order of the Board

For PRAVEEN PROPERTIES LIMITED

Place : Chennai - 600 017 sd/- B. GNANASEKARANDate : 30.05.2014 Chairman and Managing Director

NOTES :

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS

ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL

INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER.

2. PROXY TO BE VALID MUST BE DEPOSITED AT THE REGISTERED

OFFICE OF THE COMPANY, NOT LATER THAN 48 HOURS BEFORE

THE COMMENCEMENT OF THE MEETING.


6


3. The register of Share Transfer and Register of Members will remain closed

from 26th day of September, 2014 to 30th day of September, 2014 (both days

inclusive).

4. Members desiring to have any clarification on Accounts are requested to

write to the Company at an early date so as to enable the company keep

the information ready.

5. Members / proxies should bring the attendance slip duly filled in for

attending the meeting.

6. Members are requested to notify any change in address, if any, to the

Company.

7. Members are requested to inform the company their Income Tax

Permanent Account Number (PAN) / General Index Register Number

(GIR), if any, allotted to them by the Income Tax Department, to be stated

in the Tax Deduction Certificate and particulars of their bank account, in

case the same have not been sent earlier.

8. Members are hereby informed that the company has its own-in-house

registry and handles share transfers, transmission etc., and therefore the

shareholders are requested to send their share certificates for transfer to

the Registered Office of the Company.

9. Members holding shares in physical form and desirous of making a

nomination in respect of their shareholding in the Company, as permitted

under section 109A of the Companies Act, 1956, are requested to submit

to the registered office of the company the prescribed Form 2B, which is

attached for this purpose.

7

FORM 2B

NOMINATION FORM(To be filled in by the Individual(s) applying singly or jointly)

I/We ——————— and ————————————— and ———————— the

holders of shares ————— bearing number(s) ————————— of PRAVEENPROPERTIES LIMITED wish to make a nomination and do hereby nominate the following

person(s) in whom all rights of transfer and/or amount payable in respect of shares shall

vest in the event of my or our death.

Name and Address of Nominee

Name

Date of Birth *

(* to be furnished in case the nominee is a minor)

** The Nominee is a minor whose guardian is

Name

Address

(** to be deleted if not applicable)

1. Signature

Name

Address

Date

2. Signature

Name

Address

Date

3. Signature

Name

Address

Date

Name, Address and Signature of two Witness

Name and Address

Signatures With date

1.

2.


8

Instructions :

1. The nomination can be made by individual only applying/holding shares on their

own behalf singly or jointly. Non-individuals including trust, society, body corporate,

partnership firm, karta of Hindu Undivided Family or a Power of Attorney holder

cannot nominate. If the shares held jointly, all joint holders will sign the nomination

form. Space is provided as a specimen, if there are more joint holders more sheets

can be added for signatures of holders of shares and witness.

2. A minor can be nominated by a holder of shares and in that event, the name and

address of the guardian shall be given by the holder.

3. The nominee shall not be a trust, society, body corporate, partnership firm, karta

of Hindu Undivided Family or a Power of Attorney holder. A non-resident Indian

can be a nominee on repatriable basis.

4. Nomination stands rescinded upon transfer of shares.

5. Transfer of shares in favour of a nominee shall be valid discharge by the Company

against the legal heir.

6. The Nomination Form shall be filed in duplicate with the Admn. Office of the

Company No. 11, Sarangapani Street, T.Nagar, Chennai 600 017 which will return

one copy thereof to the Shareholder.

FOR OFFICE USE ONLY

Nomination Registration Number

Date of Registration

Checked by (Name and Signature)


9

DIRECTORS' REPORT

To

THE MEMBERS

The Directors have pleasure in presenting their TWENTIETH Annual Report on

the Operations of the Company together with the Audited Balance Sheet as at

31st March, 2014 and Profit and loss account for the year ended 31st March, 2014.

1. FINANCIAL STATUS :

There were no operating income during the year under review. However, the

expenditure was amounted to Rs.8,27,040/- resulting in loss.

2. OPERATIONS AND FUTURE PLANS :

During the financial year 2013-2014, the Company had not taken up any

construction activity. The Directors expect that the activities would show improvement

during the years to come.

3. FIXED DEPOSITS:

Your company has not accepted any fixed deposits from the public. Hence, no

information is required to be appended to the report.

4. DIVIDEND:

In view of the losses suffered by the company, your company is not in a position

to recommend payment of dividend for the financial year ended 31st March, 2014.

5. SUBSIDIARY COMPANIES:

There are no Subsidiary Companies.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The Company has no activity relating to conservation of energy or technology

absorption and there are no Foreign Exchange Earnings as well as Foreign Exchange

Outgo.


10

7. INTERNAL CONTROLS AND THEIR ADEQUACY:

The internal control systems are commensurate to the size of the operation of the

Company. Whenever it is required, the systems and procedures are upgraded to suit the

changing business needs.

8. RESEARCH AND DEVELOPMENT :

The Company has not carried out any research and development activities during

the year.

9. DIRECTORS’ RESPONSIBILTY STATEMENT :

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect

to Directors’ Responsibility Statement, your Directors confirm, that–

(i) In the preparation of the annual accounts, the applicable accounting standards have

been followed;

(ii) The selected accounting policies were applied consistently and the directors made

judgement and estimates that are reasonable and prudent so as to give a true and

fair view of the State of Affairs of the Company as at 31st March, 2014 and of the

loss of the company for the year ended on that date;

(iii) proper and sufficient care has been taken for the maintenance of adequate

accounting records in accordance with the provisions of the Companies Act,1956

for safeguarding the assets of the company and for preventing and detecting fraud

and other irregularities;

(iv) The annual accounts have been prepared on a “going concern” basis.

10. STATEMENT PURSUANT TO LISTING AGREEMENT :

The company’s securities are listed with Chennai (Madras), Coimbatore, Bangalore,

Hyderabad and Mumbai Stock Exchange.

11. CODE OF CORPORATE GOVERNANCE :

A detailed report, as per Clause 49 of the listing agreement, on Corporate

Governance (Annexure A’) alongwith Management Discussion and Analysis are updated

with the particulars of this financial year. Also annexed herewith Auditor's Report on

Compliance of conditions of Corporate Governance.

12. DIRECTORATE :

In compliance with the provisions of the Companies Act, 1956, and also in

accordance with company’s Articles of Association, Mr. B. Gnanasekaran, retires at the

forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.


11

As required under the listing agreement, the particulars of Directors who are

proposed to be re-appointed are given below:

Name : Sri. B. Gnanasekaran

Age : 63 years

Experience : 23 years

Other Directorships in Indian companies : Nil

During the financial year : 2013 - 2014 Mr. G. Madhan & Mrs. G. Praveena were

appointed as Additional Directors and subsequently Mrs. B. Vittobai & Mrs. Girija

Sekaran resigned from the Board.

13. AUDITORS :

The retiring auditor, Mr. Rangan N. Kannan, Chartered Accountant, retires and

is eligible for Re-appointment. Certificate from the Auditor has been received to the effect

that their re-appointment, if made, would be within the limits prescribed under Section

224(1B) of the Companies Act, 1956.

14. EMPLOYEES :

The Board of Directors wishes to express its appreciation to all the employees

of the company for their outstanding contribution to the operations of the company during

the year. There were no employees covered under section 217(2A) of the Companies

Act, 1956. Hence information pursuant to section 217(2A) of the Companies Act, 1956

read with Companies (Particulars of Employees) Rules, 1975, as amended, not

applicable.

15. COMPLIANCE STATUS :

Your company has complied with all the rules, regulations, notifications and

guidelines, issued by the concerned authorities as applicable to our company from time to

time.

16. ACKNOWLEDGEMENT :

The Board of Directors thanks the Banks, Government Authorities and all the

stakeholders for their continued co-operation and support to your company.

FOR AND ON BEHALF OF THE BOARDFor PRAVEEN PROPERTIES LIMITED

Place : Chennai - 600 017 sd/- B. GNANASEKARANDate : 30.05.2014 Chairman and Managing Director


12

ANNEXURE – ‘A’

TO THE TWENTIETH ANNUAL REPORT OF THE BOARD OF DIRECTORSREPORT ON CORPORATE GOVERNANCE

1. Introduction :

The Company is complying with the mandatory requirements of the code of

Corporate Governance introduced by the SEBI and incorporated in Clause 49 of the

Listing Agreement in all material respects.

2. Company’s Philosophy on Code of Corporate Governance :

The Basic philosophy of the company towards Corporate Governance is to

protect and enhance the long-term value of all the stakeholders – shareholders, clients,

creditors and employees. The Company is committed to achieve these objectives within

regulatory framework through transparency in dealings.

3. Board of Directors :

The Company is managed by Managing Director under the direction, control and

supervision of the Board of Directors and it meets at regular intervals.

Policy formulation, evaluation of performance and control functions vest with

Board. The Board comprises of one Managing Director, and two Non executive

Directors.

During the financial year ended 31st March, 2014 Five (05) board meetings were

held on 31-05-2013, 29-07-2013, 04-10-2013, 30-12-2013 and 28-03-2014.

The last Annual General meeting was held on 21-09-2013.

The Composition of Board, attendance of each Director at the Board Meetings

held during the year under review as well as in the last Annual General Meting and

number of other Directorship / Committee memberships held by them are as follows -

Name(s) of Designation No. of Attendance Number Number of

Director(s) and Board Last of Director- Board

Category Meetings AGM ships held committee

in the year in other member-

Indian ships held

companies in other

companies

B. GNANASEKARAN CHAIRMAN and 05 05 Yes Nil Nil

Managing

Director

EXECUTIVE

G. GIRIJASEKARAN Director 04 04 Yes Nil Nil

Non Executive

And Independent

B. VITTOBAI Director 04 04 Yes Nil Nil

Non Executive

and Independent

Held Attended


13

G. MADHAN Additional Director 01 01 Yes Nil Nil

Non Executive

and Independent

G. PRAVEENA Additional Director 01 01 Yes Nil Nil

Non Executive

and Independent

Further the Board of Directors would like to inform the members that none of the

directors are disqualified to act as directors of this company or any other public company

under Section 274(1)(g) and other applicable provisions of the Companies Act, 1956.

Information about the Directors proposed to be appointed/ re-appointed required

to be furnished pursuant to Clause 49 of the listing agreement with the Stock Exchanges

is forming part of the notice of the TWENTIETH Annual General Meeting to the

shareholders of the Company.

Committees of the Board1. Audit Committee

An Audit Committee is constituted with all the directors of the company as

members.

2. Terms of reference :

The committees composition procedures, powers and role/functions of the audit

committee constituted by the company comply with the requirements of Clause 49 of the

Listing Agreement.

The terms of reference of the Audit Committee included the following:

4 Overseeing the company’s financial reporting process and the

disclosure of its financial information.

4 Recommending appointment and removal of the external auditor, fixing

of audit fees and approving payments for any other service.

4 Reviewing with management the quarterly, half yearly and annual

financial statement with primary focus on accounting policies and

practices, compliance with accounting standards and stock exchange

and legal requirements concerning financial statements.

4 Reviewing adequacy of internal control systems in order to have the

effective use and safeguard of resources and compliance with

statutory polices and procedures and ensure compliance of internal

control systems and reviewing the company’s financial and risk

management policies.

4 Reviewing reports furnished by the Statutory Auditors and ensuring

suitable follow up thereon.


14

Composition and Attendance :

The Company’s Audit Committee consist of the following directors as cited below:-

Name of Directors Status

B. GNANASEKARAN CHAIRMAN

B. VITTOBAI MEMBER

G. GIRIJASEKARAN MEMBER

All the members, including the chairman, have adequate financial and accounting

knowledge.

The Audit Committee reviews the un-audited/audited quarterly, half yearly and

yearly financial results with the Management before being submitted to the Board for

its consideration and approval. The Chairman of the Audit Committee is always present

at the Annual General Meeting.

During the year under review, the Audit Committee had met 4 (Four Times) and

the details of the meetings and attendance during the year under review was:

Name Number of meetings Number of meetings held during the year Attended during the year

G. GIRIJASEKARAN 04 04

B. GNANASEKARAN 05 05

B. VITTOBAI 04 04

Remuneration Committee

The Committee has been formed specifically to determine the Company’s Policy

on specific remuneration packages for Executive Directors and compensation payments.

The Committee consists of following Directors:

1. Mr. B. GNANASEKARAN - CHAIRMAN

2. Mrs. B. VITTOBAI - MEMBER

3. Mrs. G. GIRIJASEKARAN - MEMBER

The details of remuneration paid to Executive Directors for the Financial year

2013-2014 are given below:

Managing Director ’s remuneration during the period 1st Apri l 2013

to 31st March 2014 are as under:

Name Period Salary Perquisites Total

B.GNANASEKARAN 01-04-2013 to Rs. 2,40,000/- NIL Rs. 2,40,000/-

31-03-2014


15

During the year, no sitting fees has been paid to Mr. B. Gnanasekaran,

Mrs. G. Girijasekaran and Mrs. B. Vittobai for the Board meetings or of any Committees

of the Board attended by them.

Non-Executive Director

The details of remuneration paid to the Non-Executive Directors are as under:

Name Period Salary Perquisites Total

B.VITTOBAI 01-04-2013 Nil Nil Nil

to

31-03-2014

G.GIRIJASEKARAN 01-04-2013 Nil Nil Nil

to

31-03-2014

No Sitting Fees was paid to them.

None of the non-executive directors has pecuniary relationship with company, its

promoters, management or its subsidiaries, though they are related to one another.

Share Transfer and Investors' Grievance Committee

Terms of Reference

The Committee oversees share transfers and monitor investors grievances such

as complaints on transfer of shares, non-receipt of balance sheet, non-receipt of declared

dividends etc., and redress thereof, within the purview of the guidelines set out in the

listing agreement.

Composition and Attendance

The Board of Directors had constituted a Shareholders/Investors Grievance

Committee consisting of the following Directors as members thereof -

Name of Directors Status

B. GNANASEKARAN Chairman

B. VITTOBAI Member

Smt B.Vittobai, is the Compliance Officer of this committee

Details of queries/complaints received and resolved during the year 2013 - 2014.


16

Name of queries/ complaints Received Resolved Unresolved

Non receipt of Interest/ Nil Nil Nil

Dividend warrant/Cheque/

Demand draft

Change of address/ Nil Nil Nil

Bank Mandate / ECS mandate

Letter from SEBI & Nil Nil Nil

Stock Exchanges

There has not been any non-compliance, penalties or strictures imposed on the

company by the Stock Exchanges, SEBI or any other statutory authority, in any matter

related to capital markets, during the last year.

GENERAL BODY MEETINGS:

The last three Annual General Meetings held as follows: -

Financial Nature of Location Date TimeYear Meeting

2010-2011 AGM Saidai Varthagar Trust, 14-09-2011 10.00 A.M.

No.107, Bazaar Road,

Saidapet, Chennai 600 015.







Disclosures

Related Party Disclosure

No transaction of material nature has been entered into by the Company with

related parties (i.e.,) Directors or Management, or relatives which are prejudicial to the

interest of the Company other than those as disclosed in the notes on accounts.

Compliance by the Company

The Company routinely submit the required returns/ certificates/ such other reports

as may be periodically required to be submitted to the Stock Exchanges. Further the

Company corresponds with the Stock Exchanges and informs them timely about the

conduct of the board meetings and general meetings and book closure of the company.


17

There were no instances of non-compliance by the company on any matter related

to capital markets during the last three years. Hence there has been no penalties,

strictures imposed by the SEBI/Stock exchange or any other statutory/local authorities

against the company.

Means of Communication

The financial results of the company were published in English daily “TrinityMirror” and also in Regional (Tamil) language in "Makkal Kural" for the quarter, half-

year and annually ending on 31st March 2014. These results are promptly submitted to

the Stock Exchanges to enable them to display the same on their website.

Management Discussion and Analysis

The management of Praveen Properties Limited presents below its analysis

covering the segmentwise performance of the company for the year 2013 - 2014 & an

outlook for the future. The report conveys expectations on future performance based on

an assessment of the current business environment. These could vary based on future

developments.

1. Industry Structure and developments:

During the Financial year 2013 - 2014, Construction industry has not done very

well and the present trend is not encouraging. However the Company is looking into for

the future with optimism.

2. Outlook on Opportunities, threats, Risk and Concerns:

The outlook for the ensuing future years too not encouraging and the Company

is taking all possible ways to reduce the threats and risks.

The industry is witnessing intense competition among the players and maintaining

the existing market share itself is becoming more and more difficult due to aggressive

promotion activities undertaken by the competitors. To overcome the difficult market

conditions your company is undertaking various measures to attract more customers with

various measures proposed by the management, your company is hopeful of achieving

good performance in future.

3. Internal control Systems and their adequacy:

The company has adequate internal control procedures commensurate with its size

and nature of the business. These business control procedures ensure efficient use and

protection of the resources and compliance with the policies, procedures and statutes.

The internal control system provides for well-documented policies, guidelines,

authorizations and approval procedures.


18

4. Discussion on financial performance with respect to operationalperformance:

The total turnover (including the other income) of the company for the year under

review was Nil as compared to 5,03,970/- in last year. The loss during the year is

Rs. 8,27,040/- as compared to the loss of Rs.3,16,890/- in the previous year. The loss

is due to the increase in cost of raw materials like cement, steel and labour charges.

5. Material developments in Human Resources / Industrial Relations front,including number of people employed.

There has been no material changes/developments in Human relation front.

By Order of the Board

For PRAVEEN PROPERTIES LIMITED

Place : Chennai - 600 017 sd/- B.GNANASEKARANDate : 30.05.2014 Chairman and Managing Director


19

GENERAL SHAREHOLDER’S INFORMATION

1. Financial Calendar Audited Annual results for the year end

1st April 2013 to 31st March 2014

Mailing of Annual Reports on

first week of September, 2014

Annual general meeting –

30th September, 2014

Financial reporting for the -(Tentative)

Quarter ending June 30, 2014 By Fourth week of July, 2014

Quarter ending September 30, 2014 By Fourth week of October, 2014

Quarter ending December 31, 2014 By Fourth week of January, 2015

Quarter ending March 31, 2015 By Fourth week of May, 2015

Annual General Meeting for the year 30th September, 2014

ending March 31, 2014

2. Dates of book closure 26th day of September, 2014 to 30th day of

September, 2014 (Both days inclusive)

3. Venue of the Annual General Meeting Saidai Varthagar Trust,

(AGM) No.107, Bazaar Road,


4. Time and Date of AGM 10.00 A.M., 30th September, 2014

5. Dividend Payment Date N.A

6. The Equity Shares of Rs.10/- each Madras Stock Exchange Limited (Annual

Are listed at - Listing fees for the year 2014-2015 is

yet to be paid to the above stock exchange)

The Stock Exchange, Mumbai (Annual

Listing fees for the year 2013-2014 is yet to

be paid to the above stock exchange)

Coimbatore Stock Exchange Limited (Annual

Listing fees for the year 2013-2014 is yet

to be paid to the above stock exchange)

Hyderabad Stock Exchange Limited (Annual



Bangalore Stock Exchange Limited (Annual



7. Registered Office Registered Office of the Company

No. 6, Crescent Park Street,

T.Nagar, Chennai 600 017.


20

Stock Market data

Graphical representation of volume of Shares of during April 2013 - March 2014 :

NOT APPLICABLE

Share Transfer System

The Company is having its own in-house share transfer system.

Listing status

The shares at the company are suspended from trading on Mumbai Stock

Exchange due to non-compliance of dematerialization or Shares.

Legal Proceedings

There has been no legal proceedings pending against the company.

Instruments

The Company has not issued GDRs’/ ADRs’/ Warrants / Convertible Instruments.

Category wise shareholding pattern as on 31st March, 2014

Category No. of shares held % of shareholding

Promoters

Indian Promoters 2079300 38.29

OthersCorporate bodies 5700 0.11

Mutual funds Nil Nil

Banks/Financial Institutions Nil Nil

Public 3345000 61.60

Total 5430000* 100.00

Of the above 28,06,200 Equity Shares are partly paid up.

FOR AND ON BEHALF OF THE BOARDFor PRAVEEN PROPERTIES LIMITED

Place : Chennai – 600 017 sd/- B. GNANASEKARANDate : 30.05.2014 Chairman and Managing Director


21

AUDITOR’S REPORT

To

The Shareholders

Praveen Properties Limited

Chennai – 600 017

I have audited the attached Balance Sheet of M/s Praveen Properties Limited as

at 31st March 2014 and also the Profit and Loss Account for the year ended on that

date annexed thereto and Cash Flow statements for the year ended on that date . These

financial statements are the responsibility of the Company's management. My

responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with auditing standards generally accepted

in India. Those standards require that I plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free of material misstatement. An

audit includes examining, on a test basis, evidence supporting the amounts and

disclosures in the financial statements. An audit also includes assessing the accounting

principles used and significant estimates made by management as well as evaluating

the overall financial statement presentation. I believe that my audit provides a

reasonable basis for my opinion.

As required by the Companies (Auditor's Report) Order, 2003 issued by the

Central Government of India in terms of sub-section (4A) of section 227 of the

Companies Act, 1956, I enclose in the Annexure a statement on the matters specified

in paragraphs 4 and 5 of the said Order.

Further to my comments in the Annexure referred to above, I report that :

(i) I have obtained all the information and explanations which to the best of my

knowledge and belief were necessary for the purpose of my audit.

(ii) In my opinion, proper books of accounts as required by law have been kept by

the Company so far as appears from my examination of such books.

(iii) The Balance Sheet, Profit and Loss Account and Cash flow statements dealt with

by this report are in agreement with the books of accounts.

(iv) In my opinion, the Balance Sheet, Profit and Loss Account and Cash Flow

statement dealt with by this report comply with the mandatory accounting standards

referred to in sub-section (3c) of section 211 of the Companies Act, 1956 ;


22


(v) In my opinion and the based on information and explanation given to me, none of

the directors is disqualified as on 31st March 2014 from being appointed as a director

in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

(vi) In my opinion and to the best of my information and according to the explanations

given to me, the said accounts read together with the significant Accounting Policies

and other notes thereon give the information required by the Companies Act 1956,

in the manner so required and give a true and fair view in conformity with the

accounting principles generally accepted in India:

a) In the case of Balance sheet, of the state of affairs of the Company as at 31st

March, 2014.

b) In the case of Profit and Loss Account, of the Loss for the year ended on that

date, and

c) In the case of the cash flow statement, of the cash flows for the year ended

on that date.

Place : Chennai–600 094 sd/- RANGAN N. KANNANDate : 30.05.2014 Chartered Accountant

Mem. No. 24160

23

ANNEXURE ‘A’ TO THE AUDITOR’S REPORT(Referred to in Paragraph "a" of my Report of even date)

On the basis of such checks as I considered appropriate and according to the information

and explanation given to me during the course of my audit, I report that :

1. In respect of its fixed assets;

a. The Company has maintained proper records showing full particulars

including quantitative details and situation of fixed assets on the basis of

available information.

b. As explained to me, the fixed assets have been physically verified by the

management during the year in a phased periodical manner, which in my

opinion is reasonable, having regard to the size of the Company and nature

of its assets. No material discrepancies were noticed on such physical

verification.

c. In my opinion, the Company has not disposed off substantial part of fixed

assets during the year and the going concern status of the company is not

affected.

2. In respect of its inventories

a. As explained to me, inventories have been physically verified by the

management at regular intervals during the year.

b. In my opinion and according to the information and explanation given to

me, the procedures of physical verification of inventories followed by the

management are reasonable and adequate in relation to the size of the

Company and the nature of its business.

c. The Company has maintained proper records of inventories. As explained

to me, there were no materials discrepancies noticed on physical verification

of inventory as compared to the book records.

3. The Company has not granted or taken any loans, secured or unsecured to / from

companies, firms or other parties covered in the register maintained under sec 301

of the Act. Hence furnishing of other particulars regarding the above does not

arise.

4. In my opinion and according to the information and explanations given to me,

there are adequate internal control procedures commensurate with the size of

the Company and the nature of its business for the purchase of inventory, fixed

assets and also for the construction activities. During the course of my audit, I

have not observed any major weaknesses in internal controls.

a). In my opinion and according to the information and explanations given to

me the transactions made in pursuance of contracts or arrangements, that

needed to be entered into in the register maintained under sec 301 of the

Companies Act , 1956 have been so entered.

b) In my opinion the construction receipts are reasonable having regard to the

prevailing market prices at the relevant time during the financial year under

audit.

5. The Company has not accepted any deposits from the public.

6. In my Opinion, the internal audit system of the Company is commensurate with

it's size and nature of business.


24

7. On the basis of records produced, I of the opinion the prima facie cost records and

the accounts prescribed the Central Government under sec. 209 (1)(d) of the

Companies Act, 1956 in respect of the activities of the company have been

maintained. However, I was neither required to carry out nor carried out any

detailed examination of such accounts and records.

8. There were no disputed statutory dues against Government departments and other

authorities during the financial year as at 31st March, 2014 for a period of more than

six months from the date of becoming payable.

9. The Company has accumulated loss of Rs.18,30,890/- upto the Financial Year 2012-

2013, and has incurred cash loss of Rs.8,12,620/- during the financial year 2013 -

2014 covered by my audit.

10. There were no loans due to any Financial institution or Banks or others. Hence,

furnishing of details on these lines does not arise.

11. In my Opinion and according to the information and explanation given to me, no

loans and advances have been granted by the Company on the basis of security

by way of pledge of shares, debentures and other securities.

12. In my opinion the Company is not a chit fund or a nidhi / mutual benefit fund /

society. Therefore, clause 4 (xiii) of the Companies (Auditor's Report) order 2003

is not applicable to the Company.

13. The Company is not dealing or trading shares, securities, debentures and other

investments. Hence, furnishing of details on these lines does not arise.

14. The Company has not given any guarantee for loans taken by others from Bank

or Financial institutions. Hence, furnishing of details on these lines does not arise.

15. The Company has not raised any loans during the financial year. Hence, furnishing

of details on these lines does not arise

16. The Company has not raised any funds on short time basis during the financial year.

Hence, furnishing of details on these lines does not arise.

17. The Company has not made any preferential allotments of shares during the

financial year. Hence, furnishing of details on these lines does not arise.

18. The Company has not issued any debentures during the financial year. Hence,

furnishing of details on these lines does not arise.

19. The Company has not raised any money during the financial year. Hence, furnishing

of details on these lines does not arise

20. There were no frauds on or by the Company noticed or reported during the year.

Hence, furnishing of details on these lines does not arise.



25

AUDITOR’S REPORT ONCORPORATE GOVERNANCE

To

The Members of Praveen Properties Limited,

I have examined the compliance of conditions of Corporate Governance by

Praveen Properties Limited for the year ended on 31st March, 2014 as stipulated

in clause 49 of the Listing Agreement of the said company with stock exchanges.'

The compliance of conditions of Corporate Governance is the responsibility

of the management. My examination was limited to procedures and implementation

thereof, adopted by the company for ensuring the compliance of the conditions of

the Corporate Governance. It is neither an audit nor an expression of opinion on

the financial statements of the Company.

In my opinion and to the best of my information and according to the

explanations given to me, I certify that the company has complied with the

conditions of Corporate Governance as stipulated in the above mentioned Listing

Agreement.

I state that no investor grievance is pending for a period exceeding one month

against the company as per the records maintained by the Share Transfer/Investors'

Service Committee.

I further state that such compliance is neither an assurance as to the future

viability of the company nor the efficiency or effectiveness with which the

management has conducted the affairs of the company.



26


BALANCE SHEET AS AT 31-03-2014Note 31.03.2014 31.03.2013

Rs. Rs. Rs. Rs.

I. EQUITY AND LIABILITIES1. Share Holders Funds

a. Share Capital 2 41,938,340 41,938,340

b. Reserves & Surplus 3 (2,657,930) (1,830,890)

c. Money received against — —

share warrants

39,280,410 40,107,450

2. SHARE APPLICATION MONEYPENDING ALLOTMENT3. NON-CURRENT LIABILITIES

a. Long-term borrowings — —

b. Deferred tax liabilities (Net) — —

c. Other long term liabilities — —

d. Long term provisions — —

4. CURRENT LIABILITIESa. Short-term borrowings — —

b. Trade payables 8,625,400 8,240,400

c. Other current liabilities 2,22,100 2,22,100

d. Short term provisions 4 15,000 15,000

8,862,500 8,477,500

TOTAL 48,142,910 48,584,950II. ASSETS1. Non-current assets

a. Fixed assets 5

(i) Tangible assets 72,130 75,500

(ii) Intangible assets — —

(iii) Capital work-in-progress — —

(iv) Intangible assets under — —

development

b. Non-current investments — —

c. Deferred tax assets (net) — —

d. Long term loans and advances — —

e. Other non-current assets — —

72,130 75,500

2. Current assets

a. Current investments — —

b. Inventors 15,704,860 15,704,860

c. Trade receivables — —

d. Cash and cash equivalents 6 34,400 690,670

e. Short-term loans and advances 32,090,120 31,875,570

f. Other current assets 7 2,41,400 2,38,350

48,070,780 48,509,450

TOTAL 48,142,910 48,584,950Significant Accounting Policies 1

The Notes are an integral part of these financial statementsPlace : Chennai As per my report of Even Date

Date : 30.05.2014 Rangan N. KannanFor and on Behalf of the Board Chartered Accountant

B. Gnanasekaran, Managing Director G. Madhan, Director

27


PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st March, 2014

PARTICULARS Note 31.03.2014 31.03.2013

Rs. Rs.

I. Revenue from operations — —

II. Other Income 8 — 503,970

III. TOTAL REVENUE (I + II) — 503,970IV. EXPENSES :Cost of materials consumed — —

Purchase of Stock-in-trade — —

Change in FG, WIP and Stock in Trade — —

Employee benefit Salary 4,20,000 4,20,490

Financial costs — —

Depreciation and amortization expense 14,420 14,930

Other expenses 9 392,620 385,440

TOTAL EXPENSES 827,040 820,860

V. Profit before exceptional and extraordinary

items and tax III-IV (-) 827,040 316,890

VI. Expectional Items — —

VII. Profit before extraordinary items and tax V-VI (-) 827,040 316,890

VIII. Extraordinary Items — —

IX. Profit before tax VII-VIII (-) 827,040 316,890X. Tax Expense :

(1) Current tax — —

(2) Deferred tax — —

XI. Loss from the period from

continuing operations IX-X-XII 827,040 316,890

XII. Profit / (Loss) from discontinuing operations — —

XIII. Tax expense of discontinuing operations — —

XIV. Profit / (Loss) from discontinuing operations XII-XIII — —

XV. Loss for the period XI+XIV 827,040 316,890XVI. Earning per equity share :

(1) Basic — 0.06

(2) Diluted — —

Place : Chennai As per my report of Even Date

Date : 30.05.2014 Rangan N. KannanChartered Accountant

B. Gnanasekaran G. MadhanChairman & Managing Director Director

28

NOTES TO THE FINANCIAL STATEMENTFOR THE YEAR ENDED 31ST MARCH, 2014

NOTE 2 : SHARE CAPITAL

31.03.2014 31.03.2013A) AUTHORISED CAPITAL :

60,00,000 Equity Shares of Rs.10/- each 60,000,000 60,000,000B) ISSUED CAPITAL :

54,30,000 Equity Shares of Rs.10/- each 54,300,000 54,300,000C) SUBSCRIBED AND PAID-UP CAPITAL :

2623800 Equity Shares of Rs.10/- each 26,238,000 26,238,0002806200 Equity Shares partly paid up 15,700,340 15,700,340

TOTAL 41,938,340 41,938,340

(a) The company has one class of equity shares having a par value of Rs.10 per

share. Each shareholder is eligible for one vote per share held.

(b) Details of Shareholders holding more than 5% of the equity shares of face value

of Rs.10 per share in the company

Name of Shareholders31.03.2014 31.03.2013

No. of Shares % Holding No. of Shares % Holding

B. Gnanasekaran 6,94,350 12.79 6,94,350 12.79

B. Vittobai 6,71,580 12.37 6,71,580 12.37

G. Girija Sekaran 5,26,300 9.68 5.26,300 9.68

Rs. Rs.


NOTE 3 : RESERVES AND SURPLUS

Particulars31.03.2014 31.03.2013

Rs. Rs.

(a) Debit balance in P & L account

Opening Balance (1,830,890) (1,514,000)

Add : Profit during the period 827,040 316,890

Credit balance in P & L account (2,657,930) (1,830,890)

Less : Income Income tax adjusted — —

(Previous year)

(2,657,930) (1,830,890)

(2,657,930) (1,830,890)

29


NOTE 4 : SHORT TERM PROVISIONS

Particulars31.03.2014 31.03.2013

Rs. Rs.

Audit Fees Payable15,000 15,000

15,000 15,000

NOTE 6 : CASH AND BANK BALANCES

Particulars31.03.2014 31.03.2013

Rs. Rs.

(a) Cash & Cash Equivalents

(i) Balances with banks;

In Current Accounts 26,740 637,180

(ii) Cash on Hand 7,660 53,490

(b) Other Bank Balances

In Deposit Accounts

(>3 months but <12 months maturity) — —

(i) Fixed Deposit — —

34,400 6,90,670

NOTE 7 : OTHER NON-CURRENT ASSET

Particulars31.03.2014 31.03.2013

Rs. Rs.

Miscellaneous Expenses to the extent — —

not written off

NOTE 5 : FIXED ASSETS SCHEDULE

Assets Gross Block Depreciation Net Block

Cost upto Addi- Dele- Cost upto Upto For the Dele- Upto Upto Upto31.3.13 tions tions 31.3.14 31.3.13 Year tions 31.3.14 31.3.14 31.3.13

Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.

Furniture and 4,00,570 11,050 Nil 4,11,620 3,81,440 5,460 Nil 3,86,900 24,720 19,130Fittings

Office Assets 2,51,670 Nil Nil 2,51,670 2,25,000 4,830 Nil 2,29,830 21,840 26,670

Air-Conditioner 2,07,700 Nil Nil 2,07,700 1,78,000 4,130 Nil 1,82,130 25,570 29,700

Total 8,59,940 Nil Nil 8,70,990 7,84,440 14,420 Nil 7,98,860 72,130 75,500

30


NOTES FORMING PART OF PROFIT & LOSS ACCOUNT

Particulars 31.03.2014 31.03.2013

Rs. Rs.

NOTE 8 : OTHER INCOME

Interest Income — 8,970

Other Income — 4,95,000

— 5,03,970

NOTE 9 : OTHER EXPENSES

Rent 1,20,000 1,20,000

Electricity Charges 90,680 56,710

Telephone Charges 21,520 25,920

Advertisement 31,280 32,750

Bank Charges 230 2,320

Professional Charges 50,000 43,000

Printing & Stationery 7,600 10,800

Postage & Telegrams 3,110 3,890

Rates & Taxes 7,020 —

Listing & Filing Fees 25,560 53,900

Internal Audit Fees 18,000 18,000

Statutory Audit Fees 15,000 15,000

General Expenses 2,620 3,150

3,92,620 3,85,440

31

NOTES FORMING PART OF THE ACCOUNTSFOR THE YEAR ENDED 31st MARCH 2014

1) Additional information Pursuant to the provisions of paragraphs 3 and 4 of

Part III of Schedule VI of the Companies Act, 1956 – NIL

2) Earnings in foreign exchange and expenditure in foreign currency during

Financial Year – NIL

3) Depreciation on fixed assets provided as per schedule XIV of the

Companies Act, 1956

4) The Balance of sundry creditors is subject to confirmation from the parties.

As soon as confirmations are received, they will be provided before the

auditor.

5) Remuneration to Managing Director :-

Salary - Rs. 2,40,000Perquisites - Nil

Total - Rs. 2,40,000

6) Remuneration to Auditors Fees :-

Internal Audit Fees - Rs. 18,000Statutory Audit Fees - Rs. 15,000

Total - Rs. 33,000

7) Value of work–in–progress is valued including cost of materials, labour and

transport charges and stock of materials has been valued at cost and

certified by the Managing Director.

8) Provision for gratuity has not been made as none of the employees has

completed five years of service.

9) Figures are rounded off to the nearest tens.

Place : Chennai For and on Behalf Subject to my report

Date : 30.05.2014 of the Board of Even Date

sd/- B. GNANASEKARAN sd/- Rangan N. KannanChairman & Managing Director Chartered Accountant

sd/- G. GirijaSekaranDirector


32

SIGNIFICANT ACCOUNTING POLICIES

1. ACCOUNTING CONCEPTS : The Accounts are prepared under historical cost

convention, and mercantile system of accounting is followed.

2. DEPRECIATION : Depreciation is provided under the written down value method

as per the rates specified in the Companies Act, 1956.

3. VALUATION STOCK OF MATERIALS etc., : Stock of materials is valued at

cost, work-in-progress have been valued including cost of materials and labour,

transport charges.

B. GNANASEKARAN G. Madhan Rangan N. KannanChairman & Managing Director Director Chartered Accountant

Place : Chennai

Date : 30.05.2014


33

REPORT OF THE AUDITOR’S REGARDING CASH FLOW

FOR THE YEAR ENDED 31-03-2014

I have examined the attached cash flow statement of PRAVEEN PROPERTIES

LIMITED for the year ended 31st March 2014. The statement has been prepared by the

Company in accordance with the requirements of the listing agreement clause 32 and is

based on and in agreement with the corresponding Profit and Loss Account and Balance

Sheet of the Company covered by my report of to the members of the company.



34

PRAVEEN PROPERTIES LIMITED

Cash Flow Statement 31-03-2014

Rs. Rs. Rs.

A. CASH FLOW FROM OPERATING ACTIVITY

Net Loss before Tax and Extraordinary items 8.27Adjustments for Preliminary / Preoperative ExpensesDepreciation 0.15Interest Paid — 0.15

Operating Profit before working capital changes 8.12

Adjustments for:Trade and Other Receivables (Increase) 2.18Inventories (Decrease) —Trade Payable (Increase) 3.85 -1.67 6.45

Cash Generated for OperationsInterest Paid

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets 0.11Sale of Fixed AssetsAcquisition of CompaniesPurchase of InvestmentsSale of InvestmentsDividend Received 0.11

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from issue of share capitalProceeds from long term BorrowingsRepayment of Finance/lease liabilitesDividends paidMiscellaneous ExpenditurePublic Issue expenses

Net Increase in Cash and Cash equivalents (A+B+C) (-)6.56Cash and Equivalent as on 01.04.2013 6.90Cash and Equivalent as on 31.03.2014 0.34

[Rs. in lakhs]


35

Praveen Properties Limited"Praveen House" New No. 6, Crescent Park Street,

T.Nagar, Chennai - 600 017

ATTENDANCE SLIP

(Please complete the attendance slip and hand it over at the

entrance of the venue of the meeting)

I hereby record my presence at the Twentieth Annual General Meeting on Tuesday,

the 30th September, 2014, at 10.30 a.m. at Saidai Varthagar Trust, 107, Bazaar Road,

Saidapet, Chennai - 600 015.

Name of the Shareholder ................................................................. (in block letters)

Signaure of the shareholders/proxy .................................................

Membership Folio No. ......................................................................

PRAVEEN PROPERTIES LIMITED"Praveen House" New No. 6, Crescent Park Street, T.Nagar, Chennai - 600 017

FORM OF PROXY

I/We................................................................of............................in the district of

being member(s) of the Company named here in above, hereby appoint

Mr...........................................................of..................................... .......

in the district of..........................................or...................................... ........

fail ing him Mr...........................................of......................................... ..

.............................in the district of......................................................................

as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual

General Meeting of the Company to be held on Tuesday, the 30th September 2014,

at 10.30 a.m. at Saidai Varthagar Trust, 107, Bazaar Road, Saidapet, Chennai - 600015

and at every adjournment thereof.

Signed This ................................................... day .....................of 2014.

NOTE : A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES

TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. A

PROXY NEED NOT BE A MEMBER. PROXES IN ORDER TO BE

EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT

LESS THAN 48 HOURS BEFORE THE TIME FOR HOLDING THE

MEETING

NO GIFTS WILL BE DISTRIBUTED

REVENUE

STAMP

RE. 1


37

If un

deliv

ered

ple

ase

retu

rn to

:

Adm

n. O

ffic

e :

PR

AV

EE

N P

RO

PE

RTI

ES

LIM

ITE

D,

"P

rave

en

Ho

use

"

No

. 11

, S

ara

ng

ap

an

i S

tree

t,

T.N

aga

r, C

hen

nai

- 6

00 0

17.

BO

OK

P

OS

TTo


Praveen Properties Limited - Bombay Stock Exchange€¦ · 4 PRAVEEN PROPERTIES LIMITED BOARD OF...

Documents

Transcript of Praveen Properties Limited - Bombay Stock Exchange€¦ · 4 PRAVEEN PROPERTIES LIMITED BOARD OF...